1. It must be approved by shareholders. The board of directors shall propose a specific plan for capital reduction, and the shareholders' meeting of a limited liability company shall make a resolution in accordance with special procedures, and the shareholders' meeting of a joint stock limited company shall make a resolution to amend the articles of association in accordance with general resolution procedures.
The contents of resolutions or decisions on capital reduction generally include:
(1) registered capital of the company after capital reduction.
(2) Arrangement of shareholders' interests and creditors' interests after capital reduction.
(3) Matters related to the revision of the Articles of Association.
(4) Changes in the capital contribution of shareholders and their proportions, etc.
2. When the company needs to reduce its registered capital, it must prepare a balance sheet and a list of assets. The company shall notify the creditors within ten days from the date of making the resolution to reduce the registered capital, and make an announcement in the newspaper within thirty days. Creditors have the right to require the company to pay off debts or provide corresponding guarantees within 30 days from the date of receiving the notice, or within 45 days from the date of announcement if they have not received the notice. The registered capital of the company after capital reduction shall not be lower than the statutory minimum.
3. Perform the corresponding change registration procedures. Where a company reduces its registered capital, it shall register the change with the company registration authority according to law. The reduction of the company's capital will lead to changes in the company's articles of association. Therefore, the reduction of the company's capital should be registered with the registration authority.
Where a joint stock limited company reduces its registered capital by purchasing its own shares, it must cancel its shares within 10, and go through the registration and announcement of change in accordance with laws and administrative regulations.
Capital reduction procedure
1. Sign the shareholders' agreement and other legal documents;
Two, apply to the original industrial and commercial registration authority for change of registration, change of registration materials:
1, application report stamped by the company;
2. The certificate of the company's entrusted agent (power of attorney) and a copy of the client's work permit or ID card;
3. Application for change registration signed by the legal representative of the company;
4. If the resolution of the shareholders' meeting or the board of directors involves amending the articles of association, the articles of association shall be amended accordingly;
(1) change of registered capital: provide a capital verification certificate issued by a legally qualified capital verification institution or a state-owned assets property right registration form issued by the state-owned assets management department; The reduction of registered capital needs to be announced three times;
(2) Change of shareholders: it is necessary to resubmit the articles of association, resolutions of shareholders' meeting, resolutions of the board of directors, investment agreement (shareholder agreement), new shareholder's ID card or a copy of business license.
5, laws and regulations must be approved, the approval documents of the relevant state departments;
6. A complete set of registration forms and other materials issued by the industrial and commercial registration authority;
7. Submit the original and photocopy of the Company's Business License for Enterprise as a Legal Person and the IC card.
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